CSH / BTG - Notice In Terms Of Section 440k Of The Companies Act No 61 Of 1973,
As Amended, And Notice Of Date Of Suspension Of Trade And Delisting Of CSH
Shares
CS COMPUTER SERVICES HOLDINGS Bytes Technology Group Limited
LIMITED
(Incorporated in the Republic of (Incorporated in the Republic of
South Africa) South Africa)
(Registration number 1996/015131/06) (Registration number 1911/003874/06)
Share code: CSH ISIN: ZAE000022034 Share code: BTG ISIN: ZAE000029526
(`CSH`) (`BTG`)
NOTICE IN TERMS OF SECTION 440K OF THE COMPANIES ACT NO 61 OF 1973, AS AMENDED,
AND NOTICE OF DATE OF SUSPENSION OF TRADE AND DELISTING OF CSH SHARES
INTRODUCTION
CSH shareholders are referred to the announcement published on SENS on Thursday
25 November 2004 in which it was stated that the BTG offer had become
unconditional in all respects, and that BTG intended to acquire the remainder of
the CSH shares, in terms of section 440K(1)(a) of the Companies Act No. 61 of
1973, as amended (the `Act`), held by CSH shareholders who have not accepted the
offer.
ACCEPTANCES
BTG and CSH have been advised by CSH`s transfer secretaries that CSH
shareholders holding 223 229 922 offer shares, representing 90.96% of the offer
shares, have to date accepted the offer. Neither BTG nor any of its subsidiaries
holds any CSH shares.
NOTICE IN TERMS OF SECTION 440K(1)(a) OF THE ACT
As the offer has been accepted by CSH shareholders in respect of more than 90%
of the offer shares and the offer is unconditional in all respects, BTG intends
to compulsorily acquire, in terms of section 440K(1)(a) of the Act, the
remainder of the offer shares, on the same terms and conditions as those of the
BTG offer, held by CSH shareholders who have not accepted the offer. A notice
and circular, issued by BTG in terms of section 440K(1)(a) of the Act, will be
posted on Saturday 4 December 2004 to those CSH shareholders who have not yet
accepted the offer.
NOTICE OF DATE OF SUSPENSION OF TRADE AND DELISTING OF CSH SHARES
CSH shareholders are advised that the listing of CSH shares will be suspended
with effect from the commencement of trade on Monday 6 December 2004, as a
result of the notice by BTG to invoke the provisions of section 440K(1)(a) of
the Act, as more fully set out in the notice and circular to be posted to CSH
shareholders on 4 December 2004. The date of delisting of the CSH shares is
expected to be at commencement of trading on Thursday 20 January 2005.
Midrand Sandton
3 December 2004 3 December 2004
Financial adviser and joint Legal adviser to BTG Joint sponsor to BTG
sponsor to BTG
Cazenove Werksmans Nedbank Capital
Independent financial Legal adviser to CSH Sponsor to CSH
adviser to CSH
Bridge Capital Brink Cohen Le Roux BJM
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